SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
KLEINER PERKINS CAUFIELD & BYERS X A LP

(Last) (First) (Middle)
2750 SAND HILL RD.

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CareDx, Inc. [ CDNA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/21/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/21/2014 C 287,602 A (1) 287,602 D(2)
Common Stock 07/21/2014 C 77,114 A (1) 364,716 D(3)
Common Stock 07/21/2014 C 66,554 A (1) 431,270 D(4)
Common Stock 07/21/2014 C 121,961 A (1) 553,231 D(5)
Common Stock 07/21/2014 C 145,173 A (1) 698,404 D(6)
Common Stock 07/22/2014 P 52,770 A $10 751,174 D(7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Preferred Stock (1) 07/21/2014 C 287,602 (1) (13) Common Stock 287,602 $0.00 0 D(8)
Series D Preferred Stock (1) 07/21/2014 C 77,114 (1) (13) Common Stock 77,114 $0.00 0 D(9)
Series E Preferred Stock (1) 07/21/2014 C 66,554 (1) (13) Common Stock 66,554 $0.00 0 D(10)
Series F Preferred Stock (1) 07/21/2014 C 121,961 (1) (13) Common Stock 121,961 $0.00 0 D(11)
Series G Preferred Stock (1) 07/21/2014 C 145,173 (1) (13) Common Stock 145,173 $0.00 0 D(12)
1. Name and Address of Reporting Person*
KLEINER PERKINS CAUFIELD & BYERS X A LP

(Last) (First) (Middle)
2750 SAND HILL RD.

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
KLEINER PERKINS CAUFIELD & BYERS X B LP

(Last) (First) (Middle)
KLEINER PERKINS CAUFIELD & BYERS
2750 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
KPCB X ASSOCIATES LLC

(Last) (First) (Middle)
KLEINER PERKINS CAUFIELD & BYERS
2750 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Each share of the Issuer's Series C, Series D, Series E, Series F and Series G Preferred Stock converted into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering without payment of consideration.
2. 279,713 securities are directly held by Kleiner Perkins Caufield & Byers X-A, LP ("KPCB X-A") and 7,889 securities are directly held by Kleiner Perkins Caufield & Byers X-B, LP, ("KPCB X-B"). The managing member of KPCB X-A and KPCB X-B is KPCB X Associates, LLC ("KPCB X Associates"). The voting and dispositive control over the shares is shared by individual managing directors of KPCB X Associates, none of whom has veto power. Excludes 121,156 shares in the aggregate beneficially owned by Brook H. Byers, a member of the Issuer's board of directors and individuals and entities affiliated with Kleiner Perkins Caufield & Byers. All shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities each of whom exercises their own voting and dispositive control over such shares.
3. 354,712 securities are directly held by KPCB X-A and 10,004 securities are directly held by KPCB X-B. The managing member of KPCB X-A and KPCB X-B is KPCB X Associates. The voting and dispositive control over the shares is shared by individual managing directors of KPCB X Associates, none of whom has veto power. Excludes 153,640 shares in the aggregate beneficially owned by Brook H. Byers, a member of the Issuer's board of directors and individuals and entities affiliated with Kleiner Perkins Caufield & Byers. All shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities each of whom exercises their own voting and dispositive control over such shares.
4. 419,441 securities are directly held by KPCB X-A and 11,829 securities are directly held by KPCB X-B. The managing member of KPCB X-A and KPCB X-B is KPCB X Associates. The voting and dispositive control over the shares is shared by individual managing directors of KPCB X Associates, none of whom has veto power. Excludes 181,676 shares in the aggregate beneficially owned by Brook H. Byers, a member of the Issuer's board of directors and individuals and entities affiliated with Kleiner Perkins Caufield & Byers. All shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities each of whom exercises their own voting and dispositive control over such shares.
5. 538,057 securities are directly held by KPCB X-A and 15,174 securities are directly held by KPCB X-B. The managing member of KPCB X-A and KPCB X-B is KPCB X Associates. The voting and dispositive control over the shares is shared by individual managing directors of KPCB X Associates, none of whom has veto power. Excludes 233,053 shares in the aggregate beneficially owned by Brook H. Byers, a member of the Issuer's board of directors and individuals and entities affiliated with Kleiner Perkins Caufield & Byers. All shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities each of whom exercises their own voting and dispositive control over such shares.
6. 679,372 securities are directly held by KPCB X-A and 19,032 securities are directly held by KPCB X-B. The managing member of KPCB X-A and KPCB X-B is KPCB X Associates. The voting and dispositive control over the shares is shared by individual managing directors of KPCB X Associates, none of whom has veto power. Excludes 294,262 shares in the aggregate beneficially owned by Brook H. Byers, a member of the Issuer's board of directors and individuals and entities affiliated with Kleiner Perkins Caufield & Byers. All shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities each of whom exercises their own voting and dispositive control over such shares.
7. 730,965 shares are directly held by KPCB X-A and 20,479 shares are directly held by KPCB X-B. The managing member of KPCB X-A and KPCB X-B is KPCB X Associates. The voting and dispositive control over the shares is shared by individual managing directors of KPCB X Associates, none of whom has veto power. Excludes 316,492 shares in the aggregate beneficially owned by Brook H. Byers, a member of the Issuer's board of directors and individuals and entities affiliated with Kleiner Perkins Caufield & Byers. All shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities each of whom exercises their own voting and dispositive control over such shares.
8. 279,713 securities are directly held by KPCB X-A and 7,889 securities are directly held by KPCB X-B. The managing member of KPCB X-A and KPCB X-B is KPCB X Associates. The voting and dispositive control over the shares is shared by individual managing directors of KPCB X Associates, none of whom has veto power. Excludes 121,156 shares in the aggregate beneficially owned by Brook H. Byers, a member of the Issuer's board of directors and individuals and entities affiliated with Kleiner Perkins Caufield & Byers. All shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities each of whom exercises their own voting and dispositive control over such shares.
9. 74,999 securities are directly held by KPCB X-A and 2,115 securities are directly held by KPCB X-B. The managing member of KPCB X-A and KPCB X-B is KPCB X Associates. The voting and dispositive control over the shares is shared by individual managing directors of KPCB X Associates, none of whom has veto power. Excludes 32,484 shares in the aggregate beneficially owned by Brook H. Byers, a member of the Issuer's board of directors and individuals and entities affiliated with Kleiner Perkins Caufield & Byers. All shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities each of whom exercises their own voting and dispositive control over such shares.
10. 64,729 securities are directly held by KPCB X-A and 1,825 securities are directly held by KPCB X-B. The managing member of KPCB X-A and KPCB X-B is KPCB X Associates. The voting and dispositive control over the shares is shared by individual managing directors of KPCB X Associates, none of whom has veto power. Excludes 28,036 shares in the aggregate beneficially owned by Brook H. Byers, a member of the Issuer's board of directors and individuals and entities affiliated with Kleiner Perkins Caufield & Byers. All shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities each of whom exercises their own voting and dispositive control over such shares.
11. 118,616 securities are directly held by KPCB X-A and 3,345 securities are directly held by KPCB X-B. The managing member of KPCB X-A and KPCB X-B is KPCB X Associates. The voting and dispositive control over the shares is shared by individual managing directors of KPCB X Associates, none of whom has veto power. Excludes 51,377 shares in the aggregate beneficially owned by Brook H. Byers, a member of the Issuer's board of directors and individuals and entities affiliated with Kleiner Perkins Caufield & Byers. All shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities each of whom exercises their own voting and dispositive control over such shares.
12. 141,315 securities are directly held by KPCB X-A and 3,858 securities are directly held by KPCB X-B. The managing member of KPCB X-A and KPCB X-B is KPCB X Associates. The voting and dispositive control over the shares is shared by individual managing directors of KPCB X Associates, none of whom has veto power. Excludes 61,209 shares in the aggregate beneficially owned by Brook H. Byers, a member of the Issuer's board of directors and individuals and entities affiliated with Kleiner Perkins Caufield & Byers. All shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities each of whom exercises their own voting and dispositive control over such shares.
13. Not Applicable.
Remarks:
KPCB X Associates and its respective managing directors and members disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that any of them is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
/s/ Paul Vronsky, General Counsel 07/23/2014
/s/ Paul Vronsky, General Counsel 07/23/2014
/s/ Paul Vronsky, General Counsel 07/23/2014
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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